This Agreement is entered into between the State of Maine
Office of Securities (“Office of Securities”), Moors & Cabot, Inc. (“Moors
& Cabot”), a broker-dealer with its principal place of business located at 111 Devonshire Street
in Boston, Massachusetts, and Lucien D. Hodgman (“Hodgman”), a sales representative affiliated with Moors
& Cabot.

WHEREAS,
the parties agree as follows:

1.At
all relevant times, it has been unlawful in Maine for a person to act as a
sales representative unless licensed or exempt from licensing under the Revised Maine Securities Act, Title 32 M.R.S.A.
§10301(1);

2.At
all relevant times, it has been unlawful in Maine for a broker-dealer to employ
a person as a sales representative unless the sales representative is licensed
or exempt from licensing under the Revised Maine Securities Act, Title 32
M.R.S.A. §10301(2);

3.Moors
& Cabot filed an application for Hodgman for licensure as a sales
representative on February 9,
2001.However, Moors &
Cabot did not fully respond to the Office of Securities’ subsequent requests
for additional information, and Hodgman’s application for licensure remained in
a pending status;

4.In
December of 2003, it came to the attention of the Office of Securities that
Hodgman had been acting as a sales representative in Maine on behalf of Moors
& Cabot without being licensed or exempt from licensing;

5.It
is the Office of Securities’ position that Hodgman
has acted as a sales representative in Maine
without being licensed or exempt from licensing;

6.It
is the Office of Securities’ position that Moors & Cabot failed to properly
license Hodgman as a sales representative in Maine;

7.Moors
& Cabot’s clearing firm, Fidelity Investments (“Fidelity”), provided
documentation to the Office of Securities that revealed that Hodgman had effected at least twenty-seven (27)
transactions over a period of two and one-half years for one Maine account while
unlicensed;

8.Moors
& Cabot has represented to the Office of Securities that the violation
wasan inadvertent oversight and that
the unlicensed activity had only recently come to the firm’s attention; and

9.Both
parties desire an expeditious resolution of this matter.

NOW, THEREFORE,
without trial or adjudication of any issue of fact or law, and without Moors
& Cabot or Hodgman admitting or denying that their conduct violated the
Revised Maine Securities Act, it is agreed that:

1.Moors
& Cabot and Hodgman will comply with all licensing and other legal
requirements governing persons acting as securities sales representatives in
the State of Maine at all times from the date hereof;

2.In
lieu of the Office of Securities seeking the imposition of a penalty for the
allegations contained herein, Moors & Cabot will pay the sum of $4,500 to
the Office of Securities upon Moors & Cabot’s and Hodgman’s execution of
this Agreement; and

3.The
Office of Securities will not take further action against Moors & Cabot or
Hodgman based upon the unlicensed status of Hodgman during the period preceding
and including the date of execution of this Agreement, PROVIDED, however, that this paragraph applies only to those
transactions previously disclosed to the Office of Securities by Moors & Cabot .